Item 8.01 Other Events.





As previously reported in the Current Report on Form 8-K filed by D8 Holdings
Corp. (the "Company" or "D8 Holdings"), a Cayman Islands exempted company (which
shall migrate to and domesticate as a Delaware corporation prior to the Closing
Date (as defined below)), with the Securities and Exchange Commission (the
"SEC") on April 15, 2021 (the "Announcement 8-K"), the Company, entered into an
agreement and plan of merger, dated April 15, 2021, by and among the Company,
Snowball Merger Sub, Inc., a Delaware corporation and a direct, wholly-owned
subsidiary of the Company ("Merger Sub"), Vicarious Surgical Inc. ("Vicarious
Surgical"), and Adam Sachs, in his capacity as the stockholder representative
(as it may be amended and/or restated from time to time, the "Merger
Agreement"). The Merger Agreement provides that Merger Sub will merge with and
into Vicarious Surgical, with Vicarious Surgical being the surviving corporation
of the merger. The transactions contemplated by the Merger Agreement are
referred to herein as the "Business Combination." In connection with the
proposed Business Combination between D8 Holdings and Vicarious Surgical, D8
Holdings filed a registration statement on Form S-4 (File No. 333-257055) (as
amended, the "Registration Statement") with the U.S. Securities and Exchange
Commission (the "SEC"). On August 9, 2021, the Registration Statement was
declared effective by the SEC and on August 12, 2021, D8 Holdings filed a
Definitive Proxy Statement/Prospectus relating to its special meeting scheduled
to be held on September 15, 2021 (the "Definitive Proxy Statement/Prospectus"),
to among other things, obtain the approvals required to consummate the Business
Combination.

Since the initial filing of the Registration Statement, purported shareholders of D8 Holdings have sent demand letters in connection with the Business Combination (the "Demand Letters").

D8 Holdings is including in this Current Report on Form 8-K certain supplemental
disclosures regarding the Business Combination. D8 Holdings and D8 Holding's
board of directors believe that the allegations and claims asserted in the
Demand Letters lack merit, and that the supplemental disclosures set forth
herein are not required or necessary under applicable laws. However, solely in
order to avoid the risk of the Demand Letters delaying or otherwise adversely
affecting the Business Combination and to minimize the costs, risks, and
uncertainties inherent in defending the claims, D8 Holdings hereby voluntarily
amends and supplements the Definitive Proxy Statement/Prospectus, as set forth
in this Current Report on Form 8-K. D8 Holdings and the members of its board of
directors deny any liability or wrongdoing in connection with the Definitive
Proxy Statement/Prospectus, and nothing in this Current Report on Form 8-K
should be construed as an admission of the legal necessity or materiality under
applicable laws of any of the supplemental disclosures.



              SUPPLEMENT TO DEFINITIVE PROXY STATEMENT/PROSPECTUS



This supplemental information should be read in conjunction with the Definitive
Proxy Statement/Prospectus, which should be read in its entirety and is
available free of charge on the Internet site maintained by the SEC at
http://www.sec.gov. Page references in the below disclosures are to pages in the
Definitive Proxy Statement/Prospectus, and defined terms used but not defined
herein have the meanings set forth in the Definitive Proxy Statement/Prospectus.
To the extent the following information differs from or conflicts with the
information contained in the Definitive Proxy Statement/Prospectus, the
information set forth below shall be deemed to supersede the respective
information in the Definitive Proxy Statement/Prospectus. New text is
underlined, and deleted text is stricken through.

The disclosure on page 113 of the Definitive Proxy Statement/Prospectus is hereby supplemented by adding a new sentence at the end of the fifth paragraph as follows:

"UBS did not provide a formal report, opinion, or appraisal of Vicarious Surgical, as UBS's services were limited to a consulting role."

The disclosure on page 113 of the Definitive Proxy Statement/Prospectus is hereby supplemented by adding a new sentence at the end of the sixth paragraph as follows:


"Subsequently, Dr. Ho agreed to join the post-company board as a director."

The disclosure on page 115 of the Definitive Proxy Statement/Prospectus is hereby supplemented by adding the following at the end of the third paragraph as follows:


"Upon, and subject to, Closing of the Business Combination, CS will receive a
customary fee consistent with market practice for its services as placement
agent. CS also acted as capital markets advisor to Vicarious Surgical to help it
review its strategic alternatives, including a combination with a special
purpose acquisition company. Vicarious Surgical has agreed to pay CS a customary
fee consistent with market practice in connection with its services as capital
markets advisor."



                                       1

The disclosure on page 116 of the Definitive Proxy Statement/Prospectus is hereby supplemented by adding a new paragraph after the seventh full paragraph as follows:





On August 26, 2021, D8 engaged ICBC International Securities Limited ("ICBCI")
to act as placement agent in connection with the expansion of the PIPE. ICBCI
will receive a customary fee consistent with market practice for its service as
placement agent."

The disclosure on page 126 of the Definitive Proxy Statement/Prospectus is hereby supplemented by amended and restating the table set forth under the text "Below is a summary of the comparable companies analysis used as a basis to determine valuation" to include footnotes (4), through (9) to as follows:





"Below is a summary of the comparable companies analysis used as a basis to
determine valuation.



                                            Vicarious       Intuitive       High-Growth                Disruptive
                                            Surgical        Surgical        Med-Tech(1)              Technologies(2)

Enterprise Value/2024E Revenue                     8.4 x          12.1 x            10.2 x(4)                     16.3 x(6)
Enterprise Value/2025E Revenue                     3.1 x          11.1 x   

        10.4 x(3)(5)                  13.5 x(7)
2023E to 2025E Revenue CAGR                       >300 %          11.9 %            23.1 %(3)(8)                  22.0 %(9)

(1) The companies included in this category are Eargo, Inc., Pulmonx Corp., Inari

Medical, Inc., Nano-X Imaging Ltd, Silk Road Medical, Inc., Inspire and

Outset Medical, Inc.

(2) The Companies included in this category are 10x Genomics, Inc., Berkeley

Lights, AbCellera Biologics Inc., Adaptive Biotechnologies Corp., American

Well Corporation, Guardant Health, Inc. and Teladoc Health, Inc.

(3) Excludes Silk Road Medical, Inc. and Nano-X Imaging Ltd due to lack of

projected 2025E Sales by research analysts.

(4) Enterprise Value/2024E Revenue for individual comparable companies identified

above were as follows: Eargo, Inc.: 10.0x, Pulmonx Corp.: 12.1x, Inari

Medical, Inc.: 14.2x, Nano-X Imaging Ltd: 2.9x, Silk Road Medical, Inc.:

8.1x, Inspire: 16.4x and Outset Medical, Inc.: 7.5x.

(5) Enterprise Value/2025 Revenue for individual comparable companies identified

above were as follows: Eargo, Inc.: 7.7x, Pulmonx Corp.: 10.0x, Inari

Medical, Inc.: 12.2x, Inspire: 16.5x and Outset Medical, Inc.: 5.5x.

(6) Enterprise Value/2024E Revenue for individual comparable companies identified

above were as follows: 10x Genomics, Inc.: 20.5x, Berkeley Lights: 15.5x,

AbCellera Biologics Inc.: 30.5x, Adaptive Biotechnologies Corp.: 14.5x,

American Well Corporation: 6.2x, Guardant Health, Inc.: 19.2x and Teladoc

Health, Inc.: 8.0x.

(7) Enterprise Value/2025 Revenue for individual comparable companies identified

above were as follows: 10x Genomics, Inc.: 16.7x, Berkeley Lights: 12.1x,

AbCellera Biologics Inc.: 27.8x, Adaptive Biotechnologies Corp.: 11.1x,

American Well Corporation: 4.7x, Guardant Health, Inc.: 16.0x and Teladoc

Health, Inc.: 5.9x

(8) 2023E to 2025E Revenue CAGR for individual comparable companies identified

above were as follows: Eargo, Inc.: 30.6%, Pulmonx Corp.: 20.4%, Inari

Medical, Inc.:16.4%, Inspire: 7.6% and Outset Medical, Inc.: 40.7%.

(9) 2023E to 2025E Revenue CAGR Enterprise Value/2025 Revenue for individual

comparable companies identified above were as follows: 10x Genomics, Inc.:

24.1%, Berkeley Lights: 26.3%, AbCellera Biologics Inc.: (8.4%), Adaptive

Biotechnologies Corp.: 26.6%, American Well Corporation: 32.5%, Guardant

Health, Inc.: 21.0% and Teladoc Health, Inc.: 32.0%.

Source: Company Filings, FACTSET as of 4/13/2021





Note: EV/Revenue for High-Growth Medtech and Disruptive Technologies refer to
simple averages."



                    - END OF SUPPLEMENT TO PROXY STATEMENT -



                                       2






Additional Information About the Business Combination and Where to Find It



The proposed Business Combination has been submitted to shareholders of D8
Holdings for their consideration. D8 Holdings has filed a registration statement
on Form S-4 (the "Registration Statement") with the SEC, which includes a
definitive proxy statement that was distributed to D8 Holdings' shareholders in
connection with D8 Holdings' solicitation for proxies for the vote by D8
Holdings' shareholders in connection with the proposed Business Combination and
other matters as described in the Registration Statement, as well as the
prospectus relating to the offer of the securities to be issued in connection
with the completion of the proposed Business Combination. The Registration
Statement was declared effective on August 9, 2021 and D8 Holdings mailed the
definitive proxy statement and other relevant documents to its shareholders as
of the record date established for voting on the proposed Business Combination.
D8 Holdings' shareholders and other interested persons are advised to read the
definitive proxy statement/prospectus in connection with D8 Holdings'
solicitation of proxies for its extraordinary general meeting of shareholders to
be held to approve, among other things, the proposed Business Combination,
because these documents contain important information about D8 Holdings,
Vicarious Surgical and the proposed Business Combination. Shareholders may also
obtain a copy of the definitive proxy statement/prospectus, as well as other
documents filed with the SEC regarding the proposed Business Combination and
other documents filed with the SEC by D8 Holdings, without charge, at the SEC's
website located at www.sec.gov or by directing a request to D8 Holdings, at Unit
1008, 10/F, Champion Tower, 3 Garden Road, Central, Hong Kong.

Participants in the Solicitation

D8 Holdings, Vicarious Surgical and certain of their respective directors,
executive officers and other members of management and employees may, under SEC
rules, be deemed to be participants in the solicitations of proxies from D8
Holdings' shareholders in connection with the proposed Business Combination.
Information regarding the persons who may, under SEC rules, be deemed
participants in the solicitation of D8 Holdings' shareholders in connection with
the proposed Business Combination is set forth in the Registration Statement and
the definitive proxy statement/prospectus. You can find more information about
D8 Holdings' directors and executive officers in D8 Holdings' Annual Report on
Form 10-K/A, filed with the SEC on May 24, 2021 (the "Annual Report").
Additional information regarding the participants in the proxy solicitation and
a description of their direct and indirect interests is included in the
Registration Statement and the definitive proxy statement/prospectus and other
relevant documents filed with the SEC. Shareholders, potential investors and
other interested persons should read the definitive proxy statement/prospectus
carefully before making any voting or investment decisions. You may obtain free
copies of these documents from the sources indicated above.



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Forward-Looking Statements



This Form 8-K includes "forward-looking statements" within the meaning of the
"safe harbor" provisions of the United States Private Securities Litigation
Reform Act of 1995. Forward-looking statements may be identified by the use of
words such as "estimate," "plan," "project," "forecast," "intend," "will,"
"expect," "anticipate," "believe," "seek," "target" or other similar expressions
that predict or indicate future events or trends or that are not statements of
historical matters. These forward-looking statements include, but are not
limited to, statements regarding the Company's and Vicarious Surgical's
expectations with respect to the completion and timing of the Business
Combination. These statements are based on various assumptions, whether or not
identified herein, and on the current expectations of Vicarious Surgical's and
D8 Holdings' management and are not predictions of actual performance. These
forward-looking statements are provided for illustrative purposes only and are
not intended to serve as, and must not be relied on by any investor as, a
guarantee, an assurance, a prediction or a definitive statement of fact or
probability. Actual events and circumstances are difficult or impossible to
predict and will differ from assumptions. Many actual events and circumstances
are beyond the control of Vicarious Surgical and D8 Holdings. These
forward-looking statements are subject to a number of risks and uncertainties,
including changes in domestic and foreign business, market, financial, political
and legal conditions; the inability of the parties to successfully or timely
consummate the proposed Business Combination, including the risk that any
required regulatory approvals are not obtained, are delayed or are subject to
unanticipated conditions that could adversely affect the combined company or the
expected benefits of the proposed Business Combination or that the approval of
the shareholders of D8 Holdings or Vicarious Surgical is not obtained; failure
to realize the anticipated benefits of the proposed Business Combination; risks
relating to the uncertainty of the projected financial information with respect
to Vicarious Surgical; future global, regional or local economic and market
conditions; the development, effects and enforcement of laws and regulations;
Vicarious Surgical's ability to manage future growth; Vicarious Surgical's
ability to develop new products and solutions, bring them to market in a timely
manner, and make enhancements to its platform; the effects of competition on
Vicarious Surgical's future business; the ability of D8 Holdings or the combined
company to issue equity or equity-linked securities in connection with the
proposed Business Combination or in the future; the outcome of any potential
litigation, government and regulatory proceedings, investigations and inquiries;
and those factors discussed in D8 Holdings' Annual Report under the heading
"Risk Factors," and other documents of D8 Holdings filed, or to be filed, with
the SEC. If any of these risks materialize or our assumptions prove incorrect,
actual results could differ materially from the results implied by these
forward-looking statements. There may be additional risks that neither Vicarious
Surgical nor D8 Holdings presently know or that Vicarious Surgical and D8
Holdings currently believe are immaterial that could also cause actual results
to differ from those contained in the forward-looking statements. In addition,
forward-looking statements reflect Vicarious Surgical's and D8 Holdings'
expectations, plans or forecasts of future events and views as of the date of
this Form 8-K. Vicarious Surgical and D8 Holdings anticipate that subsequent
events and developments will cause Vicarious Surgical's and D8 Holdings'
assessments to change. However, while Vicarious Surgical and D8 Holdings may
elect to update these forward-looking statements at some point in the future,
Vicarious Surgical and D8 Holdings specifically disclaim any obligation to do
so. These forward-looking statements should not be relied upon as representing
Vicarious Surgical's and D8 Holdings' assessments as of any date subsequent to
the date of this Form 8-K. Accordingly, undue reliance should not be placed upon
the forward-looking statements.



No Offer or Solicitation



This Form 8-K shall not constitute a solicitation of a proxy, consent or
authorization with respect to any securities or in respect of the Business
Combination. This Form 8-K shall also not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall there be any sale of
securities in any states or jurisdictions in which such offer, solicitation or
sale would be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offering of securities shall be
made except by means of a prospectus meeting the requirements of section 10

of
the Securities Act.



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